ONAR closes initial $15M financing at $25M pre-money; funds largest acquisition, $6.4M debt exchanged

Onar Holding Corp

Initial closing: $3,944,444.44 principal of secured convertible notes sold for $3,550,000 cash (10% OID, 8.0% coupon, 18-month maturity); up to $15M total.
Exchange Notes totaling $7,089,317.25 principal issued for $6,380,385.52 of existing debt, including a 10% exchange premium; ~$6.5M of legacy notes and warrants retired.
Senior secured facility: $3,944,444.44 principal for $3,550,000 plus 9,202,613 incentive shares; 12.0% coupon, matures Sept 28, 2027; up to $5M total.
Conversion price fixed at $0.038576/share (implies $25M pre-money on 648,070,547 fully diluted shares); warrants for 102,251,256 shares at $0.0482, five-year term.
Proceeds fund a previously announced U.S. affiliate marketing agency acquisition; notes auto-convert to Series 1 Preferred on Nasdaq uplisting; assets pledged to ADI Funding LLC.

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